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Xansa PLC (XAN)

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Monday 06 December, 2004

Xansa PLC

Director Shareholding

Xansa PLC
06 December 2004

TO:     Regulatory News Service
        The London Stock Exchange





Re:  Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS





Xansa plc (the "Company") announces that Mrs C C Brooke, Non-executive Director,
notified the Company on 6 December 2004 that on 3 December 2004 she purchased
32,432 of the Company's ordinary shares of 5 pence each ("Ordinary Shares") at a
price of 92.5 pence per Ordinary Share.



As a consequence of this transaction Mrs Brooke's beneficial and non-beneficial
interests in the Company's Ordinary Shares (excluding options) amounts to
32,432.





The Company further announces that it received notification on 6 December 2004
for the purposes of Section 329 of the Companies Act 1985 that at 3 December
2004 Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa
All Employee Share Ownership Plan ('AESOP') had sold 30,918 Ordinary Shares at
92 pence each on behalf of participants leaving the AESOP.



The AESOP Trust is a discretionary trust for the benefit of employees of the
Company and its subsidiaries, which operates in conjunction with the Company's
AESOP and holds Ordinary Shares purchased by employees under the Partnership and
Matching shares section of AESOP.



Executive directors who are potential beneficiaries of the AESOP are:-



            Mrs L K Barrat

            Mr A R Cox

            Mr P R Gill

            Mr S R Weston



The total holding of the AESOP Trust amounts to 16,437,257 Ordinary Shares.





The Company further announces that it received notification on 6 December 2004
for the purposes of Section 329 of the Companies Act 1985 that Towers Perrin
Share Plan Services (Guernsey) Limited had purchased 16,429 Ordinary Shares on 3
December 2004 at a price of 92.5 pence each.



Towers Perrin Share Plan Services (Guernsey) Limited is trustee of The Xansa plc
2004 Employee Benefit Trust (the "Trust").  The Trust is a discretionary trust
for the benefit of employees of the Company and its subsidiaries, which operates
in conjunction with the Company's Employee Share Schemes.  The total holding of
the Trust amounts to 516,429 Ordinary Shares.



Executive directors who are potential beneficiaries of the Trust are:-



Mrs L K Barrat

Mr A R Cox

Mr P R Gill

Mr S Srivastava

Mr S R Weston











6 December 2004


                      This information is provided by RNS
            The company news service from the London Stock Exchange